Item 8.01 Other Events

Morgan Stanley (the "Firm") today announced that the Compensation, Management Development and Succession Committee of the Firm's Board of Directors (the "Compensation Committee") has determined in consultation with the Firm's Board of Directors the 2020 compensation for James P. Gorman, Chairman and Chief Executive Officer of the Firm.

The Compensation Committee based its decision on its assessment of Mr. Gorman's outstanding individual performance, including both significant progress in implementing a long-term strategy previously articulated by Mr. Gorman that has led to transformational change and a resilient business model, and the Firm's record financial performance for 2020.

2020 was a record year for Morgan Stanley in many respects, both in terms of financial performance and in terms of advancement of the Firm's long-term strategic goals. Under Mr. Gorman's leadership, for 2020:

- The Firm achieved record financial performance in terms of revenues and profit

before tax. Firm net revenues were $48.2 billion with net income applicable to

Morgan Stanley of $11 billion. The Firm reported a full year ROTCE of 15.2% and

earnings per share of $6.46.

- The Firm continued execution of its long-term strategy with the Wealth

Management acquisition of E*TRADE and the pending Investment Management

acquisition of Eaton Vance. The acquisition of E*TRADE positions the Firm as an

industry leader in Wealth Management across all channels and segments and

significantly increases the scale and breadth of the Firm's Wealth Management

franchise. The acquisition of Eaton Vance will establish Investment Management

as a leading asset manager positioned for growth.

- The Firm continued a clear and consistent strategy to transform the business to

emphasize more stable and durable balance sheet and sources of revenue, which

should provide more predictable results during various market conditions in the

future. The Firm's strategy to transform the business was recognized by

Moody's, with an upgrading of the Firm's rating to A2 senior (returning the

Firm to its pre-financial crisis rating) and then placing the rating under

review for possible upgrade. The market also recognized the Firm's progress in

2020, as reflected in top performance in total shareholder return versus peers

over 1, 3 & 5 year periods. During 2020, the Morgan Stanley share price

increased by 34% from $51.12 to $68.53, adding $42.6 billion in market value.

In addition, the recent stress test results confirmed the Firm's solid capital


   position.



- The Firm focused on the health and wellbeing of its employees against an

extremely challenging backdrop that included the COVID health crisis,

extraordinary client financing demand, an increase in corporate defaults and

bankruptcies, and record market volumes. Early in the crisis, the Firm

committed to making no reductions in its workforce through 2020, providing

reassurance to its employees in a very difficult time. The Firm also

implemented changes in the best interest of its employees in response to the

COVID-19 pandemic, including having the vast majority of its employees work

from home and providing productivity resources when necessary, while

implementing additional safety measures for employees continuing critical

on-site work, COVID-19 specific medical benefits, extended childcare benefits,

mental health resources and modified work schedules. In addition, the Firm

announced a commitment to provide financial assistance to 2,000 street vendors

across New York City who were suffering from COVID-19 related business losses.

- The Firm strengthened its commitment to diversity and inclusion. As part of its

continuing efforts in this area, the Firm added a commitment to diversity and

inclusion as its fifth core value and announced the creation of the Institute

for Inclusion, a Firm-wide effort chaired by Mr. Gorman with the mission to

invest in underserved communities, advance equity through giving, and drive

workplace diversity and inclusion. The Firm also supported a number of external

organizations driving racial equity, including the NAACP Legal Defense and

Education Fund, Carver Bank, and three top Historically Black Colleges and

Universities. In addition, the Firm published its first Diversity and Inclusion

Report in 2020, reflecting the Firm's commitment to increase transparency and

accountability for progress.

The Compensation Committee set Mr. Gorman's total compensation for 2020 at $33 million, an increase from $27 million for 2019. Mr. Gorman's 2020 compensation is comprised of four parts: a base salary of $1.5 million; a cash bonus of $7.875 million; a deferred equity award of $7.875 million; and a performance-vested equity award of $15.75 million that converts to shares only if the Firm meets predetermined performance goals with respect to (a) average Firm return on tangible common equity and (b) relative total shareholder return over the three-year performance period.

Consistent with previous years, 75% of Mr. Gorman's incentive compensation is deferred over three years and is subject to clawback, and 100% of Mr. Gorman's deferred incentive compensation is delivered in the form of equity awards, aligning his compensation with shareholders' interests.

Additional important information about the Registrant's incentive compensation programs and governance, including an explanation of all material elements of the compensation for Mr. Gorman and the other named executive officers, will be presented in the Registrant's proxy statement for the 2021 annual meeting of stockholders, expected to be filed with the Securities and Exchange Commission in April 2021.

The information provided herein may include certain non-GAAP financial measures. The definition of such measures or reconciliation of such metrics to the comparable U.S. GAAP figures are included herein or in the Firm's Current Report on Form 8-K dated January 20, 2021.

This Report on Form 8-K may contain forward-looking statements including the attainment of certain financial and other targets, objectives and goals. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made, which reflect management's current estimates, projections, expectations, assumptions, interpretations or beliefs and which are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of risks and uncertainties that may affect the future results of the Firm, please see "Forward-Looking Statements" immediately preceding Part I, Item 1, "Competition" and "Supervision and Regulation" in Part I, Item 1, "Risk Factors" in Part I, Item 1A, "Legal Proceedings" in Part I, Item 3, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and "Quantitative and Qualitative Disclosures about Market Risk" in Part II, Item 7A in the Firm's Annual Report on Form 10-K for the year ended December 31, 2019 and other items throughout the Form 10-K, the Firm's Quarterly Reports on Form 10-Q, the Firm's Current Reports on Form 8-K, the additional risk factors in the Company's Form 8-Ks filed on April 16, 2020 and October 2, 2020, respectively, and the additional risk factors under "Risk Factors" in the Registration Statement on Form S-4 filed on December 4, 2020, including any amendments thereto.

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